Heroes of Fantasyland
by StarletWhiteWolf
Summary: In the magical city of Fantasyland, lives a group of heroes known as the Guardians. Together they protect the city from vile villains. But when their leader, Starlet White Wolf, is captured by the wicked Ucia Unicorn & Midnight Unicorn, the others must team up to save him. But are they walking into a trap? Find out here!


Heroes of Fantasyland: A Friend in Need

By: James McFarland

 **Prologue**

It was a dark night. All was still and quiet. Nothing could be heard, not even the hoot of an owl. No sound… except for the sound of machinery from the dark cavern of Shadow Lair. Inside several Changelings, shadow wolves, and unicorns with yellow manes were working on their project. Up on a balcony, two unicorns with green manes were watching with interest. Their names were Ucia Unicorn and Midnight Unicorn, the wicked villains of Fantasyland.

"This plan of ours is going to work!" Midnight said to Ucia. "I know it!"

"Yes," said Ucia as she smiled at him. "As long as those pesky Guardians stay out of our way, nothing will stop us from taking over Fantasyland for good."

"Well," Midnight replied, "they won't be giving us any trouble, especially now that we've got a little surprise for them."

"True. They won't know what hit them." Ucia said with an evil laugh.

Just at that moment, a Changeling dropped a piece of metal on the floor where it gave off a loud _CLANG_!

"HEY! WATCH WHAT YOU'RE DOING YOU CLUMSY FOOL!" Ucia and Midnight screamed angrily.

"I'm t…terribly s…sorry my lord, my lady." stammered the Changeling nervously.

"OH SORRY. YOU MEAN YOU'RE SORRY FOR BEING AN IDIOT!" screamed Ucia. "Now everyone: _GET_ _BACK TO WORK_!"

What Ucia and Midnight didn't know, was that just outside of the cavern another pair of unicorns, one with a light blue mane and the other with a light purple mane, had heard everything that was said.

These unicorns were sisters whose names were Ulyssis Unicorn and Ulyssa Unicorn. They were part of Fantasyland's team of heroes known as the Guardians of Fantasyland. Starlet White Wolf was their leader along with their friends James Red Fox and his twin brother Vulpes.

Ulyssis and Ulyssa were crouched outside of the cavern and were horrified by what they had heard.

"What do you think they're planning?" Ulyssis asked Ulyssa while whispering so as not to be heard.

"Whatever it is, I'm sure it's not going to be good," replied Ulyssa with a shudder. She and Ulyssis crept forward in order to hear more.

The cavern was so dark that they could only see a few meters ahead of them. But they didn't dare light their horns for risk of being spotted. They didn't have to anyway. Ucia and Midnight were yelling so loud, the two could be heard as if Ulyssa and Ulyssis were seven miles away. They went on silent hooves, which was difficult considering that the ground was covered in loose gravel.

As the sisters got closer to the cavern, they noticed a large tarp in a corner of the room. As Ulyssis and Ulyssa watched, several Changelings and unicorns carrying bits and pieces of metal disappeared underneath it and came out several moments later with no metal in sight.

"What is that?" asked Ulyssis.

"I don't know," replied Ulyssa. "But I have a really bad feeling about it."

Then they saw several Changelings carrying five glass cylinders to the tarp followed by several unicorns and wolves each carrying a bundle of glowing green-blue crystals. They too disappeared under the tarp and came out without them.

For some reason, the sight of the crystals gave Ulyssis and Ulyssa a weird feeling, like a chill up their spines.

Finally, Ulyssis turned to her sister and said, "Let's get back to the others and tell them about this."

"Starlet will be pleased," said Ulyssa in agreement.

But as she and Ulyssis turned to go, Ulyssa slipped on a smooth stone and would've fallen had Ulyssis not caught her. Their hooves, however, made a clear _clip-clop_ on the stone floor. A wolf nearby heard this and turned just in time to see the sisters disappear into the tunnel that led to the lair entrance.

" _INTRUDERS_! _"_ he yelled.

Upon hearing this, Ulyssis and Ulyssa knew they were in trouble. As shouts and howls filled the cavern, they started to run to the entrance. Since the shadow wolf had spotted them a bit late, the sisters had an advantage. Before anyone could catch up to them, they were outside and rolling a large boulder in front of the entrance.

"That...was _way_ too close," breathed Ulyssa.

"No…fooling," gasped Ulyssis. "Come on. We have to get back."

Ulyssis and Ulyssa walked away from Shadow Lair hoping they would never see it again.

But unbeknownst to them, they _would_ return to Shadow Lair. And they would return for a very different meaning. Neither of them could've known that their adventure had just begun.

 **Chapter 1**

The sun ascended over Fantasyland the next morning. The city awoke and the usual hustle and bustle began.

At Wolfpoint Manor, Starlet yawned and stretched. He was ready to start his day. As he walked to the kitchen, Starlet could hear the birds singing, as well as Mr. Once-ler blaring away on his guitar next door. He could hear the cars honking and fantasy creatures and characters bustling about in his city. Yet, there was still a chill in the air. As if something bad was in the wind.

The sound of pawsteps jarred Starlet back to reality. He turned to see James standing behind him. The Red Fox was stretching and yawning.

"Good morning Starlet," James said.

"Good morning to you James," Starlet replied. "There any trouble to report?"

"No sign of anything brewing yet," said James. "And all the smaller crimes have stopped for now."

"That's good. At least we'll rest easy today," said Starlet.

"Not necessarily," said another voice. Vulpes had entered the kitchen looking quite concerned. "Ulyssis and Ulyssa have just returned. You guys need to come and hear the story they have to tell."

A short time later, Starlet, James, Vulpes, Ulyssis, and Ulyssa were gathered in the living room. Ulyssis and Ulyssa began to relate the tale of the night before.

"Ulyssis and I overheard Midnight and Ucia talking about some sort of plan to wipe out Fantasyland forever," Ulyssa said.

"So?" said James, "The answer is simple. We find them and defeat them first,"

"Sounds like a plan to me," Vulpes agreed.

"It's not as simple as that," said Ulyssis. "I think they have another plan up their sleeves. You guys know how they are."

"Well they don't stand a chance against us," said Vulpes as he lashed his tail.

"Wait, my sister has a point," said Ulyssa. "We also noticed the unicorns, shadow wolves and Changelings going under a tarp with metal and glass cylinders." Ulyssa shuddered as if talking about it made the memories come back. "As well as a bunch of green-blue crystals," she added.

At the mention of the crystals, Starlet sat up looking both alert and alarmed. "These crystals," he said, staring hard at the Unicorns, "tell me about them."

"They were green-blue," said Ulyssis. "And they were glowing brightly."

Starlet felt the chills racing up his snowy white fur. The description of the crystals…it seemed familiar somehow. But Starlet couldn't place it.

Ulyssa noticed his tense position. "Starlet, are you alright?" she asked, concerned.

"What? Oh, um, of course," Starlet lied. Ulyssa nodded, convinced. Starlet was relieved that Ulyssa didn't ask more questions, but the truth was that he wasn't alright. He couldn't shake the feeling that he'd seen the crystals Ulyssis had described before.

"If Ucia and Midnight are using metal," said Vulpes thoughtfully, breaking the silence, "then they must be building some kind of machine. Although I can't think of any machine that uses glass cylinders."

"Neither can I," said James. He tilted his head. "Ulyssa, did you and Ulyssis happen to get a look at the machine?" he asked. Another thought occurred to him and he jumped to his paws, his tail swishing excitedly. "Maybe if you guys can tell us what it looks like, we'll have some idea of what we're up against and can figure out a way to destroy it!"

"That's true!" exclaimed Vulpes. "Maybe there's a chance to stop Ucia and Midnight before they even strike. If we can destroy this machine, then we can defeat them once and for all!" He, Starlet, and James all stared expectantly at the Unicorns.

Ulyssis and Ulyssa looked first at each other, then to the floor, shuffling uncomfortably. Did they really have to explain to their friends about how they were nearly caught and possibly killed? Did they really have to admit that they hadn't found out anything else? That the whole mission was practically a failure? But how could they say this to their friends?

"Well, not exactly," Ulyssa stammered. "We didn't actually see the machine. We were sort of spotted by one of the shadow wolves."

"What?" Starlet cried, jumping to his paws. "How did they see you? I told you to use your Silencing Spell."

"We did," said Ulyssis. "But then Ulyssa slipped on a stone and when I caught her, our hooves clopped on the stone floor. We were careful, but the noise must of alerted the shadow wolf who spotted us. We ran out as quickly as we could."

Starlet shook his head. "I told you guys to be careful so you would not be spotted. Now it will probably be more difficult for us to get into Ucia's and Midnight's lair since they've probably got their whole force on alert."

"Starlet, we're so sorry," Ulyssa said sadly. "We know you're probably mad at us."

"Please, Starlet. Can you forgive us?" Ulyssis begged.

"Of course, I'll forgive you," said Starlet in a gentle voice. "It's not your faults."

"Well, it kind of is," Vulpes muttered. James growled at him.

"Anyway," said Starlet after a long glare at Vulpes, "we don't know for sure if Ucia and Midnight actually saw Ulyssa and Ulyssis. It could just have been the shadow wolf and whoever else was in the same room as them."

"That's true," said Ulyssis. "But I'm not so sure. Ucia and Midnight must have something else planned now that they know we have been there." The thought of that made her stare at the floor sadly. "I'm sorry we failed you Starlet," Ulyssis said, hanging her head.

"No, no, no. You two could never let me down," said Starlet. He walked over to Ulyssis and patted her. "You and Ulyssa made me proud."

"Really?" Ulyssa asked, looking up.

"Yeah," James replied. "Vulpes, Starlet and I could never have done what you guys did yesterday. You two are incredibly brave and talented. I'm proud of you both as well." He and Starlet turned to stare at Vulpes.

"Same here," he said with a little start. "I'm proud of you guys as well. Not all of us can be as brave as you guys."

"Thanks everyone," said Ulyssa. "That means a whole lot to us."

"I think a small celebration is in order," said Starlet. "I'm going to run a few errands. Why don't we meet up at the Shark Alley Grill for lunch this afternoon?"

"That sounds like a good idea," said Vulpes.

"Yes," James agreed, "let's do that!"

As James, Starlet, and Vulpes nodded in agreement, Ulyssa said, "Ulyssis and I will meet you there. We are going to take a walk for a while."

"Very well," said Starlet. "See you soon."

And Starlet left.

Far away from Fantasyland, Ucia and Midnight had broken out from their lair. The two villains now stood before three enormous shadow wolves disguised as ordinary wolves.

"Now remember your orders," Ucia said sternly. "The Guardians cannot find out what you're doing."

"You will find their pesky leader Starlet White Wolf and bring him to us," said Midnight, shaking his pale green mane.

"Yes my lord," the shadow wolves growled. As one they bounded up the path heading toward Fantasyland. The hunt was on.

 **Chapter 2**

The sun crept high in the sky as Ulyssa and Ulyssis trotted down the streets of Fantasyland taking in the hustle and bustle of the city. The sounds of Fantasyland made the two sisters' hearts fill with joy. Yet deep down, they were still thinking of this morning.

"I'm glad the others decided to forgive us," Ulyssis said as they turned a corner.

"So am I," Ulyssa replied. "It's nice to have friends who forgive you; even if you do make some mistakes."

"That is what true friends do for you," agreed Ulyssis.

They walked on in silence for a while. Birds chirped over their heads like a musical choir. After a couple of minutes passed, Ulyssa turned to her sister.

"I'm a bit worried about Starlet," she said wearily.

Ulyssis stopped and looked at her. "Why?" she asked. "What's wrong with him?"

Ulyssa shuffled her hooves, remembering the look on Starlet's face when she and Ulyssis described the crystals that they had saw in Ucia's and Midnight's lair.

"When we described the crystals that we saw in Shadow Lair, I saw Starlet tense up as if something was troubling him," she said.

"Maybe he was just concerned that they were a weapon," Ulyssis replied.

"Maybe you're right," said Ulyssa. "But I'm not sure. Maybe we should keep an eye on him just in case."

"Good idea," said Ulyssis. "Come on. Let's meet up with the others. I don't know about you, but I'm starving!"

While Ulyssa and Ulyssis walked toward the Shark Alley Grill, Starlet was heading for the Three Bear National Bank. He planned on sending some money to his good friend Dai, the poor tiger-striped dragon who lived in Dragonville, which was about two hours west of Fantasyland.

As he headed up Starlight Avenue, a sudden chill shook his fur. _That's odd,_ Starlet thought to himself. _I feel as though I'm being watched. But there's no one here except me._ He looked around and sure enough, the streets were empty. He walked on, brushing off the feeling. He soon arrived at the bank and entered.

The Three Bear National Bank was silver in color, with a gold plated ceiling and statues around the corners. Inside it was much the same, only there were statues of the three bears in every corner of the room.

Starlet approached the desk and completed the errand. After the money had been sent, he was feeling hungry and decided it was time to meet up with his friends.

Starlet left Three Bear National Bank and jogged back up Starlight Avenue. This time, however, he noticed that he was not the only one on this side of town. Across the street, he noticed three large wolves that were jogging in the same direction he was going. He thought nothing of this: probably only a coincidence.

He continued along the road, thinking about his friends and the fun they'd have later that day. He was just coming out of Starlight Avenue when a gruff voice yelled out, "HEY YOU!"

Starlet froze in his tracks. "Who's there?" he called.

He looked around, but he could not see anybody. _Maybe I just imagined it_ , he thought. Then he shook his head. _Look at you Starlet. Imagining voices when there is no one around._

Starlet pushed the thought out of his mind and kept going. As he walked, his mind drifted to thinking about what he would get for his friends (and himself) at the restaurant. His stomach growled, eager to be filled.

Starlet was in the middle of Ajerd Pass when a sound caught his attention. _Thumpity_ , _thumpity_ , _thump_.

 _This is getting creepy,_ he thought. _I hear someone walking. But how could that be? Who could be making that noise?_

Starlet looked around for a second time, trying to find the source of the noise. _Thumpity_ , _thumpity_ , _thump_. That time, it came closer...as if from behind him. When Starlet looked over his shoulder again, he saw the same three wolves from earlier. Only now, they were on his side of the street. He stopped.

The moment Starlet stopped walking, the three wolves behind him stopped too. There they stood, all four of them, staring at each other. After a long, awkward moment, Starlet decided to be friendly and broke the silence.

"Good afternoon, sirs. Nice weather today, right?" he said, chuckling nervously.

One of the wolves who was facing him stepped forward.

"Don't play dumb with us, pup," he growled. "We're here on important business."

Starlet felt fear starting to creep up his fur. His legs started to tremble wildly. He shot glances toward the open space behind him, wondering if he could outrun these wolves if things went badly.

"R…really?" he stammered, trying to maintain a positive tone. "What type of business are you guys in?"

The other wolf shook his grey fur and growled, "Nothing you should know about." The wolf on his right chuckled which sent his brown fur rippling. The wolf on his left just stared at Starlet, his black fur raised in aggression and his sharp fangs bared.

"But if you should know," the grey wolf went on, "we are looking for someone, someone who just happens to look like you. Do you happen to know anyone by the name of Starlet White Wolf?"

Starlet trembled and started backing away. Now his fear began to overcome him. "I'm Starlet," he whimpered, his voice becoming a timid squeak. "What do you want?" The other three wolves laughed and advanced toward him.

"Oh, little wolf," the grey wolf said, "that answer should be obvious to you." He and the other wolves threw off their disguises, revealing themselves to be shadow wolves.

Terrified, Starlet turned to run, but the grey wolf merely gave a flick of his tail at the other two who pounced on top of him, pinning him to the ground. Starlet wriggled under the two wolves' weight but couldn't break free. Then he gathered energy for a strike. Like the Unicorns, Starlet, James, and Vulpes all had special magic deep inside that they could use at any moment.

Not this time though.

The lead shadow wolf saw what Starlet was doing and stomped roughly on his paw. Starlet yelped in pain and lost his concentration. Before he could try again, the lead wolf sent a large shadow ball cackling with energy at him. The two wolves that were on top of Starlet quickly sprang out of the way. Starlet had no time to move before the shadow ball hit. White-hot pain flashed through his body. He howled, staggered and slumped to the ground. The last thing Starlet remembered was the sound of laughter. _I hope my friends are alright_ , he thought.

Then everything went dark.

"Bag him up," growled the lead wolf.

"Yes sir!" the other wolves said, hurriedly. They took Starlet's limp body and put it into their sack.

"Come," the lead wolf said. "We have one last stop to make before we return."

"Won't the other Guardians come after us?" asked one of the soldier wolves.

"Trust me," the leader laughed. "By the time they figure out what's happened to their 'precious leader', it will be too late."

 **Chapter 3**

Meanwhile, James and Vulpes were arriving at the Shark Alley Grill. The Shark Alley Grill was a sea-green building on the corner of Gingerbread Lane. On the front of the building, there was a large sign which bore a great white shark in a chef's hat and standing before a grill. SHARK ALLEY GRILL was written in bold red letters above the shark and below it ran: _Come in for a jawesome time!_ When you walk inside, it was like stepping into the underwater world of sharks. There were paintings and photographs of sharks everywhere. There was a sense of joy and energy in the air as guests laughed and talked.

James and Vulpes waited in line to get a table for themselves and their friends. After a minute, Vulpes turned to his brother.

"This is really nice of Starlet to treat us all out to lunch," he said.

"Right," said James, "He is a really good friend to have."

"Come," said Vulpes, "It's our turn."

The two Red Foxes stepped up to the counter. A small dog shark was behind it directing customers to their tables. James's heart leaped when he recognized Barkley, the dog shark he'd met when he was still training with Starlet.

"Barkley!" he exclaimed. "How's everything going?"

"Everything's calm at home," Barkley replied. "Being First Assembly Leader though, it sure is taxing."

"I can imagine," said James. "But Grey did well when he chose you."

"Thanks James," said Barkley. "So what brings you guys here?"

"Starlet's treating us out to lunch," Vulpes replied. "We're celebrating the Unicorns' successful mission."

"Tell them I said congrats," said Barkley. "The table on the far side is free. Enjoy."

"Thank you, Barkley. We will," said James as he and Vulpes walked to their table.

They sat down and waited. While they waited, James turned to Vulpes and asked, "Hey, did you happen to notice that Starlet looked a little disturbed this morning?"

"I did notice that," said Vulpes. "I've never seen him like that before. I wonder what was troubling him." He beat his tail thoughtfully.

"It was only after Ulyssa mentioned those crystals that he got upset," James said. "I don't know about you bro, but I think Starlet might be hiding something from us."

"Don't be silly," Vulpes replied with a wave of his paw. "Starlet would never keep anything from us. We're his friends."

As Vulpes finished speaking, James suddenly felt a chill creep up his scarlet fur.

"Hey, bro," he said, "Did you feel that?"

"No," said Vulpes. "What is it?"

"I don't know," said James. "But I've suddenly got the feeling that something's wrong."

"What could be wrong?" Vulpes asked, looking rather worried.

"I'm not sure, but I can't shake the feeling," James replied, glancing about.

"It's probably nothing," said Vulpes. "Don't trouble yourself over it."

They continued to wait in silence, for it was taking the others quite a while to show up. After a few minutes passed, Ulyssis and Ulyssa arrived.

"Hey guys," said Ulyssis cheerfully. "How's it going?"

"Pretty good now that you two are here," said Vulpes with a wink at James.

"What do you mean?" Ulyssa asked.

"Oh nothing," said Vulpes, whining a little. "Except for the fact that we're starving!"

Ulyssa and Ulyssis caught James' eye. The Red Fox was rolling his eyes behind his brother's back.

"By the way," said James, "Barkley says congrats on your mission."

"Thank him for us," said Ulyssis.

"When will Starlet get here? I'm hungry!" said Vulpes with a sarcastic whine.

"Poor hungry Vulpes," Ulyssa teased.

"Hey!" he protested.

James and Ulyssis laughed. When they finally got their breath back, Ulyssis asked, "Did Starlet say when he would arrive?"

"No," said James. "He didn't. But don't trouble yourself Ulyssis. I'm sure he'll turn up soon."

The four friends waited and waited. Minutes became hours and Starlet was still nowhere to be seen.

"Ok, I take back what I said earlier," said James. "Where can he be?"

"Maybe his errands are taking longer than usual?" Vulpes suggested.

"I'm not so sure, Vulpes," James said, shaking his head. "This isn't like Starlet."

No sooner had he said this when the strange sensation hit him again. James froze and his ears shot forward.

"James?" Ulyssis asked, "What's wrong? Are you alright?"

"No," said James, "I keep getting the feeling that something's wrong here."

"What could be wrong?" asked Ulyssa.

"I don't really know," James replied. "But the feeling's getting stronger the longer we wait." He glanced toward the door, hoping that at any moment Starlet would come through it. But he didn't.

"You don't believe that something's happened to him?" Ulyssis asked, concern leaking into her voice.

Ulyssa tensed worryingly. "What if something _did_ happen?" she cried. "What if Starlet is in trouble and needs our help?"

"Calm down Ulyssa," said Vulpes. "I am positive Starlet is alright and he'll be here soon." However, with the way his voice wavered, it sounded more like a lie.

James twitched nervously. He could not shake the feeling that something terrible had happened to his friend. He glanced again at the door. Starlet still didn't appear.

"Maybe Ulyssa's right," he said. "What if something _has_ happened to Starlet? What if he really _is_ in trouble?"

"Wait a minute," argued Vulpes. "We don't even know if Starlet is simply late. I think we're overreacting."

No sooner had he said this when Barkley showed up.

"Hey. Three wolves left this for all of you. They said to think of it as a warning," he said, handing James a folded piece of paper.

As soon as Barkley left, James opened the paper. A gasp of horror escaped from him. He laid it out for the others to see.

'To the Heroes of Fantasyland,

We have your friend Starlet at our lair. If you ever wish to see him again, all of you must arrive by the next full moon and give up your magic to us. If you refuse, we will kill Starlet White Wolf and destroy you and Fantasyland. Time's ticking. Don't keep us waiting.

Ucia Unicorn

Midnight Unicorn'

 **Chapter 4**

Starlet groaned as rivers of pain flowed through his body. His whole body ached from head to tail as though he'd been pummeled by three thousand sledgehammers all at once. He tried to open his eyes but the pain was too much, so instead, he moaned. As he lay there he thought he heard whispers rising around him.

"We've brought him, my lord."

"What have you done to him, you fools? We need him alive!"

"He struggled, so we did what had to be done. And he's not dead, just unconscious."

"Well, wake him up right now!"

The voices bounced around in Starlet's skull. He groaned again as new waves of pain coursed through him. What had happened?

Memories started coming back slowly: He'd learned from Ulyssis and Ulyssa about Ucia and Midnight planning to destroy their home. He'd suggested going to a restaurant for lunch. Right. He'd been to the bank and was heading to the restaurant, when he was attacked by the three strange wolves. He was trying to escape and that was the last thing he could remember.

There was a scrabbling sound like paws racing away. Moments later, a wave of water hit Starlet in the face with no particular gentleness. He gasped and his eyes flew open. The water was cold and eased some of the pain but it still hurt when he slowly pulled himself up and shook the water off. He moaned and clutched his head.

"What…Where am I? What happened?" he said, wincing from the pain that still racked his body. He looked around at his surroundings. He was inside a giant cage which was made entirely out of glass. It was then when he heard a familiar voice.

"Starlet White Wolf, how nice of you to join us."

Starlet growled as Ucia and Midnight stepped out of the shadows.

"You!" he snarled. "I should've known you'd pull something like this."

Ucia chuckled. "You were right, little pup," she said. "But unfortunately for you, you fell right into our trap."

"Well, the joke's on you," Starlet said, "Because I'm getting out of here."

He closed his eyes and focused on his magic, hoping to blast out of the cage. But to his horror, nothing happened. He tried again: still nothing.

"How can this be? Why isn't my magic working?" he wondered aloud.

Midnight laughed. "Poor little Starlet," he said. "Did you really think we would let you escape from us that easily?"

"What have you done to me?" Starlet cried.

"Oh we "borrowed" your precious magic," said Ucia. She and Midnight laughed as though this was the funniest joke they've ever heard.

Ucia stepped aside and pointed to a small glass cylinder behind her. Inside the cylinder was a sparkling white liquid.

"Behold!" said Ucia. "While you were unconscious, we cast a spell to drain you of your magic and transferred it to this container." She gestured to a shadow wolf standing nearby. "You know what to do," she said sternly. The shadow wolf nodded and left with the container.

Starlet began pacing back and forth in his cell. _This can't be happening. This can't be happening_ , he thought. One minute he was heading to lunch with his friends; the next, he was trapped in a glass cell, powerless and unable to escape. Even worse, he had no way to contact his friends for help. He looked back at his captors, trembling with fear.

"What are you going to do with me?" he asked in a trembling voice.

"Really, Starlet," said Midnight, amused. "That should be obvious to you. We've already contacted your friends. You'll be helping us to get what we want from them."

Starlet stopped pacing. "Why should I help you?" he growled.

"Because," purred Ucia. "If you refuse to cooperate, we might consider our Plan B."

"Plan B?" asked Starlet. "What's that?"

"Let's just say you and your pals won't live to find out," Ucia said, laughing wickedly. The whole cavern filled with laughter as the Changelings, Shadow wolves and yellow-maned unicorns joined in.

Starlet lashed his tail angrily. "No, I won't let you harm my friends," he growled. "And they won't let you hurt me either. They'll find me. And when they do, you'll be the ones in trouble."

Ucia laughed at that. "Stupid pup," she said. "You don't get it, do you? Once they have arrived, your friends won't be able to save you. See, we've got them right where we want them and you are the perfect bait."

Starlet paled and trembled, realizing what this meant. "You mean…? Oh no," he whispered.

Ucia and Midnight chuckled. "Oh yes," they said, voicing Starlet's horror. "We've tricked them just like we've tricked you. Your friends will be so desperate to save you that they will be glad to give up their magic to us without blinking an eye. And once we have their magic, there will be nobody to stop us from taking over Fantasyland forever!"

The cavern filled with laughter yet again as the villains laughed at the thought of their success.

Starlet began pacing the cell again, but his movements were much more fretful. Now his fear had completely climbed off the chains. He was trapped in a cell. His magic had been stolen from him and he was being used for bait. He had no way out, and couldn't call for help. Fantasyland was in grave peril. And worst of all, his friends were also in danger and he could not warn them. Starlet was helpless to do anything! If only he could tell his friends what had happened to him. But what could he do? These thoughts flowed through his mind as he continually paced up and down his glass prison.

That night, Ucia and Midnight left the chamber laughing and talking, but Starlet could not sleep. He paced the cell a few more times before lying down with his head in his paws.

 _I need to get out of here,_ he thought. _I have to warn my friends. But my magic has been stolen from me. What am I going to do? Is there anything I_ can _do? What are Ucia and Midnight planning to do with me and my friends? Why do they want our magic so badly?_

These thoughts drifted through Starlet's mind, as he sighed and let his tiredness flow through him. The last riddling thought he had before he drifted off to sleep was: _What if I never see my friends again?_

 **Chapter 5**

Back at Wolfpoint Manor, James paced frantically back and forth in front of his teammates. He had been unable to believe what he'd just read at the buffet. How can it be? How did Starlet end up getting captured by the two most powerful villains in all of Fantasyland? He was always so careful.

"James," said Ulyssis, "we have to do _something_. We can't just leave Starlet in there. I can't even imagine what Ucia and Midnight are doing to him right now." Her body began shaking as she broke into sobs.

Ulyssa patted her sister in sympathy. Even Vulpes looked concerned.

"She's right," said Ulyssa. "Starlet needs our help. And if there's one thing I learned from him, it's that you should never abandon a friend in need."

"That's true," said Vulpes. He thumped his tail against the floor. "But what if this is a trap? You know Ucia and Midnight. It would be just like them to pretend that they have Starlet and then we go there and we're the ones who get captured."

"All the same Vulpes, he's our friend. He was there for us. We should be there for him," Ulyssa argued.

"Quiet!" James shouted. "I'm trying to think!"

"What's there to think about?" Vulpes asked. "Let's go to Ucia and Midnight, take them out, and save Starlet!"

Ulyssa stared at him. "Who are you? What have you done with the real Vulpes?" she asked, teasingly.

"That's really convenient, bro," said James. He waved his paw sarcastically. "Let's just act first and plan later when we're either dead or captured. Oh wait. That's what _you_ want to do."

Vulpes growled. "How dare you?"

Ulyssis looked up, her eyes spilling with tears.

"STOP!" she cried. "Starlet is in trouble and you two are bickering with each other. That isn't going to help him!" And she started crying again.

James and Vulpes turned to her.

"Sorry, Ulyssis," said James, gently. "We know how much you love Starlet."

"And we're going to get him back, all four of us together," agreed Vulpes.

"Thanks, everyone," Ulyssis said as she wiped tears from her eyes. "That means a lot to me."

"But how will we get there?" Vulpes asked. "James, you and I don't know the way."

"Oh no!" cried James. "I didn't think of that! Now what are we going to do?"

There was a chorus of giggling. The two Red Foxes turned to see the Unicorns giggling uncontrollably.

"What's so funny?" James asked.

"You boys," Ulyssa giggled. "You have your answer right in front of you!"

Vulpes tilted his head. "How?" he asked.

Ulyssis glanced at Ulyssa and rolled her eyes. Boys these days, what do you do with them?

"Us, silly!" she said, poking Vulpes in the back. "Have you forgotten that Ulyssa and I have been there many times on our missions? We know the way. We'll guide you."

"Thanks, Ulyssis," said James.

"Um, guys?" said Vulpes, who was standing by the door. "Should we, maybe, go now?"

"Right," James, Ulyssis, and Ulyssa said simultaneously. And the four friends headed out.

"Don't worry, Starlet," Ulyssis whispered to herself. "Help's on the way."

Far away in the darkness of Shadow Lair, Ucia and Midnight watched the events with glee. A chill raced up Starlet's fur as the two villains started chuckling evilly.

"At last," Ucia said. "Our plan is falling into place!"

"Soon the Guardians will fall and Fantasyland will be ours!" Midnight crowed. "We might even hang their lifeless bodies over the lair's towers as a decoration."

"No!" Starlet cried, horrified. "I won't let you!"

"Silence you miserable pup!" Ucia shouted. "Or we might speed your friends' end much quicker."

That shut Starlet up. He slunk back into the shadows of his cell, growling.

As his thoughts drifted to his friends, he felt a flare of hope. Maybe they _would_ save him. Maybe everything would be alright.

But then he remembered what Ucia and Midnight had said, and his fear returned to him. He had to warn his friends! They were walking right into Ucia and Midnight's trap and didn't even know it!

Starlet climbed back to his paws and, just like before, began pacing thoughtfully up and down the cell. Back and forth, back and forth, back and forth, his paws clicking and clacking against the glass floor like a train on a transparent track. His fear was a hurricane of monstrous proportions.

 _I have to find a way out of here_ , he thought. _But how will I do that without my magic? I can't dig my way out; the cell's made of glass. And my friends are on the way. I've got to save them! But how do I do that if I'm the one who needs rescuing?_

Starlet stopped pacing and sighed. What a curious set of circumstances he had! He was trapped and was now trying to think of a way to break out of a glass prison cell. It was a joke. It was as simple as that. His life so far was a complete and utter joke. He chuckled at himself.

Unfortunately, Ucia heard him. She turned toward his cage, breathing heavily. Starlet could see her trembling. He would have laughed, except the look in her eyes was downright murderous.

"We told you to be quiet!" she shouted. "You might be our "guest" Starlet White Wolf, but we are in charge here! So you will do what we say!"

"And what if I don't?" Starlet asked sarcastically. "You'll yell at me some more? Threaten me? You wouldn't even try to hurt me, because you know I can't fight back." He banged his tail against the cage floor: point for him.

"Ooh, snap," a nearby Changeling said.

"He's really asking for it this time," said a Shadow Wolf.

"It was nice knowing you, kid," added a yellow-maned unicorn.

Ucia and Midnight approached Starlet's cell.

"We've tolerated a lot from you little pup," said Midnight. Starlet saw a glint in Midnight's eye. It was as though Starlet had done something he'd been waiting for. "But now you need to learn some respect."

He walked toward a nearby control panel, which Starlet had never noticed before, and pressed a button.

At once enormous jets of green electricity arced through the cell. Starlet howled in pain as he was shocked from all sides. He collapsed to the floor writhing in agony. He opened his mouth to growl something to his tormentors, but could only scream and howl from the tsunami waves of pain that were pounding his already surf-tormented body.

After a few agonizing minutes, Midnight pressed another button on the control panel and the cell was quiet again. Starlet lay on the cell floor trembling uncontrollably. Once again, he couldn't move. He groaned as he slowly opened his eyes.

"Now be a good boy so you don't go through that again," said Midnight as he and Ucia walked away.

 _Maybe_ you'll _be the ones experiencing it_ , Starlet thought furiously to himself. _Once I'm_ out _of here_.

Then he thought of his friends and began to pray.

 _Please hurry guys. Please, please, please, hurry._

It was the last thing he remembered. He felt his last ounce of strength leave him. Then everything was dark again.

 **Chapter 6**

Vulpes trotted beside his brother as they followed Ulyssis and Ulyssa towards Diamond Volcano, a large volcano that sat high above Fantasyland. It had towered there for over a hundred years and had erupted over twenty thousand times. But since then it had fallen silent.

As far as Vulpes could tell, Diamond Volcano was now dormant and far beyond its erupting days. But still, it didn't help his nervousness to be walking towards it.

 _Get a grip with yourself Vulpes! ,_ he thought. _Starlet needs help and you're acting like a cowardly pup! You're a Guardian for hounds' sake! It's time to start acting like it._

"Hey bro, are you alright?"

James's voice jarred Vulpes back to reality.

"Yeah, I'm all right," Vulpes lied. He jogged to catch up to Ulyssis and Ulyssa.

"Are you sure?" James called after him. "You looked kind of disturbed."

Vulpes slowed down enough for James to catch up to him and sighed.

"All right," he said, slowly. "I'm not alright. I'm worried about Starlet and about us. I can't shake the feeling that this whole mission might be a trap. What if Ucia and Midnight are simply using Starlet to get to us? If we give them our magic, they could imprison us as well, and then there will be no hope. Fantasyland will be lost forever."

"I haven't thought of it that way," said James, tilting his head wonderingly. "If that theory is true, then we'd be falling right into their lap without even suspecting it."

"Yes," said Vulpes, "Then we'd have failed and we'll have no home to go back to. We'd be setting ourselves up for disaster." The thought sent a shudder down his fur.

"You might be right," said James, "I'll keep it in mind." He started to walk off.

Vulpes's thoughts raced around his mind. Maybe his theory was true. What if this _was_ a trap? And if it was, what could they do about it?

James caught up to Ulyssis and Ulyssa. He was happy to be on the way to save Starlet.

But he continued to think about what Vulpes had said. What if his brother was right?

"James are you OK?" asked Ulyssa.

"Not really," said James. "I just talked with Vulpes and he has this crazy theory that we are the ones in danger, not Starlet."

"What?" Ulyssis cried, shocked. "Why did he figure that?"

"I'm not sure," said James. "But I'm starting to think that he might be on to something."

"What exactly did Vulpes say?" asked Ulyssa.

James twitched, remembering the stunning theoretical scenario that Vulpes had come with.

"He thinks that Ucia and Midnight might be using Starlet as bait to lure us in; that they probably won't release him once we've given them our magic, and then we'll be trapped too," James said, his tail swishing madly.

Ulyssis and Ulyssa gasped. It did sound horrifying.

"Wow," Ulyssis said, incredulously. "I never thought of it that way."

"Me neither," Ulyssa agreed. "That sounds like something Ucia and Midnight might try to pull off."

Just then, Vulpes trotted up.

"What are you guys talking about?" he asked.

"The theory you mentioned," replied Ulyssis. "James thinks you might be right."

"Really?" asked Vulpes. The nervousness that had been wrapped around him faded.

"Yes brother," said James. "I think we should stay alert, just to be safe."

"Agreed," said Ulyssis and Ulyssa simultaneously.

"Um guys?" asked Vulpes. "Does anyone realize that we've just arrived? And it looks like a pretty steep climb."

James looked up at the base of the legendary volcano. It _did_ seem pretty steep.

"Follow us," said Ulyssis, as she and Ulyssa started to climb up the volcano face.

"Remember everyone," said James, as he and Vulpes followed, "Stay alert. Ucia and Midnight could try to pull something on us at any moment."

"How could they do that if they aren't even here?" asked Vulpes.

"I'm not sure," said James, "But I'm not taking any chances. Now let's go."

Back at Shadow Lair, Ucia and Midnight watched the four Guardians climbing up Diamond Volcano. They grinned, knowing their plan was working perfectly.

"It appears they are heading our way," Ucia said to Midnight.

"Yes," Midnight replied as he shook his mane. "What do you say we have a little fun with our precious visitors?"

Ucia chuckled. "That would be delightful," she said, gleefully.

Ucia turned towards a control panel that was similar to the one on Starlet's cage and pressed a button.

"Now let's sit back and enjoy the show," Ucia said, as she and Midnight laughed evilly.

Back at Diamond Volcano, James was still worried about Vulpes's theory. But at the moment, he was more concerned about not collapsing from the exhaustion that was racking through him. Unlike Ulyssis and Ulyssa, he and Vulpes were not the climbing type. And the volcano was getting steeper and steeper by the minute.

"Come on you guys," Ulyssis called from up ahead. "It's not much further."

"Give…us…a…second," James panted, "We're…pretty…tired."

He gasped and leaned against a large rock standing nearby just as Vulpes came up beside him, panting as though he'd run a forty-mile marathon.

"Can we…stop…and…rest?" Vulpes whined. "My paws feel like…their falling off!"

"James, Vulpes, come on," said Ulyssa. "You guys can make it. We believe in you. Besides, it's not like something bad will happen."

No sooner had she finished speaking, when the volcano started to rumble and shake wildly. James, Vulpes, Ulyssa, and Ulyssis looked up in horror to see gigantic boulders the size of cruise ships bouncing towards them like enormous hard tennis balls. A river of red-hot lava started to flow from the top of the volcano like a slithering snake. The situation had taken a turn for the worse. Diamond Volcano was erupting!

"I think I spoke too soon," Ulyssa squeaked.

 **Chapter 7**

"Run!" Ulyssis cried to her friends as the steaming, slithering serpent of lava flowed rapidly their way. Vulpes yelped wildly.

"This way!" he shouted. "Back down the volcano!"

Ulyssis, James and Ulyssa raced back down the volcano after Vulpes. But the lava and boulders were much faster. The lava slithered closer and closer.

 _We're not going to make it!_ Ulyssis thought. _The lava's too fast!_

She was just starting to believe that she and her friends were done for when she spotted a large cave in the side of the mountain just ahead of her. James, Ulyssa, and Vulpes had already run past it.

"Guys," Ulyssis cried. "Over here! We'll be safe in this cave!"

She led the others toward the cave. James and Ulyssa entered and Vulpes began to follow when a large boulder began to fall towards him.

"Vulpes!" cried Ulyssa, who just noticed her friend's danger, "Watch out!"

Vulpes looked up to see the giant boulder falling towards him. He closed his eyes, sure he was about to be squashed like a pancake in a frying pan.

Fortunately, Ulyssa thought quickly and released a light purple jet of light from her horn. The magic hit the boulder and it turned into a thousand pebbles.

Vulpes opened his eyes.

"Thanks, Ulyssa," he said.

"You're welcome," Ulyssa replied.

"Vulpes, Ulyssa! Hurry!" James and Ulyssis cried.

Vulpes and Ulyssa raced into the cave. The four friends huddled together. After a few long minutes, everything seemed to be quiet and still.

"Do you think it's over?" asked Vulpes.

There was a low rumbling. Seconds later, several large boulders fell over the mouth of the cave sealing it shut. The four friends were trapped!

"I guess that's a no," said Vulpes in a small voice.

Ucia and Midnight laughed as they watched as James, Vulpes, Ulyssis, and Ulyssa were sealed inside the cave. What a thrilling sight!

"This keeps getting better and better," said Midnight. "It'll probably take them days to get out of there."

"Too bad they don't have time for that," said Ucia.

Inside the glass cage, Starlet couldn't believe was he was hearing. Was it possible his friends were in more danger than they already were? What else did Ucia and Midnight have in store?

"They'll get out of there," he said to himself. "I know they will. My friends would never give up on me."

Ucia overheard Starlet and turned towards him.

"I thought I told you to be quiet," she said. "You need to learn to close your snout pup."

She pressed the button on the cage control panel and soon, Starlet was writhing in pain again. This time, Ucia left the cage on for only two minutes before turning it off again.

Starlet groaned and slowly climbed back to his paws.

"Now behave or I'll leave that cage on longer," Ucia said. "You want to go for two to three hours of pain?"

Starlet growled but said nothing.

"I didn't think so," said Ucia. "See you around little pup. Be a good boy."

As soon as she was gone, Starlet paced his cell.

 _Come on you guys_ , he thought, _Where are you?_

The inside of the cave was dark and quiet. Ulyssis and Ulyssa lit their horns so that everyone could see. The dim blue and purple lights cast spooky dancing shadows that grew like forest trees over the smooth stones of the cave walls. James and Vulpes had tried to push the boulders out of the entrance. And when that didn't work, they tried digging a way out. But all was to no avail.

"What do we do now?" asked Vulpes. His voice reverberated throughout the cave. "We can't dig our way out of here."

"How did the volcano erupt?" added Ulyssa. "Diamond Volcano is dormant! There's no way it should've erupted like this."

"I bet Ucia and Midnight had something to do with this!" said James, furiously.

"This is our fault," said Ulyssa sadly. "If Ulyssis and I had been more careful, none of this would've happened. It's our fault Starlet got captured in the first place."

"Hey now," said James as he patted Ulyssa on her back. "It's not your fault. You girls are the best spies we could ever have. And you both got us this far. We couldn't ask for better friends."

"Thanks James," said Ulyssa.

"Hey guys," Vulpes called out. "You'd better come and see this."

He gestured towards the back of the cave. With the light given by the Unicorns' horns, it could now be seen that the cave went much further back than expected. Ulyssis was stunned to see that where the back of the cave should've been, there was a large hole that seemed to go on and on.

"This isn't a cave," she said in awe. "This is a tunnel."

The tunnel flowed like a great expansive river before them. Its walls were covered in artwork and smooth pebbles that glimmered and gleamed in the light like twinkling stars in the night sky. It was truly a marvel of Nature's making.

"Which means if we follow it," said James, who was wagging his tail in excitement, "then we'll find a way outta here and be one step closer to Ucia and Midnight!"

"Then let's go!" said Vulpes.

Ulyssis and Ulyssa took up the lead again as the four friends started down the dark passageway. As they walked, Ulyssis felt a surge of hope. She didn't know what lay ahead for her and her friends, but she thought of why they were there and that urged her onwards. A smile spread across her face.

 _We'll get to Starlet_ , she thought. _I know we will. He's depending on us._ But as she thought of Starlet, the light that was inside her left as quickly as it had come. She knew that Ucia and Midnight were probably doing something horrible to him right now. _Hold on Starlet. We're coming for you._

Even as Ulyssis had these thoughts, she couldn't help but feel a sudden qualm inside as though something bad was in the air. She didn't realize it, but she was right to worry about what was to come.

 **Chapter 8**

Ulyssa sensed the heaviness in the air around her. It was as though the very tunnel itself was holding its breath. In fact, the tunnel seemed to continue for miles on end like an ocean without water. And except for the light given by her and Ulyssis, it was pitch dark.

"How far do you think this goes?" asked Vulpes, who was several tail-lengths behind her.

"I'm not sure," Ulyssa replied. "There was no tunnel when Ulyssis and I first came up here. I guess the lava must've carved it out throughout our missions. Or maybe it's been here all along and the eruption just opened it up."

"In any case," said James, "we should keep this tunnel's location in mind. It just might prove useful to us in the future."

"We'll do that," said the others simultaneously.

Just then, the tunnel seemed to open around them on all sides and it was becoming much easier to move. The friends looked at one another in confusion. They'd only been in the tunnel for two minutes and already it seemed to be ending.

"Are we near the end already?" asked Ulyssis.

"Odd, I figured it be longer than this," said James.

The friends walked forward and soon found themselves in a wide cavern that spread upwards for miles. Glittering gems sparkled and danced in the light of the Unicorns' horns.

"Whoa," they breathed. It was quite a breathtaking sight.

 _I almost feel at peace here_ , Ulyssa thought. _It's like Starlet is with us and nothing is wrong_.

But the calm atmosphere was soon shattered, for at that moment there was another loud rumble. James, Vulpes, Ulyssis, and Ulyssa turned to see the way that they'd come had suddenly vanished.

"Um, where's the way out?" James squeaked.

They all looked around them but in the darkness, there was no sign of an alternative exit.

All at once, there was a terrified shriek. Everyone jumped with alarm and whirled about to see Vulpes trembling and stuttering uncontrollably.

"Vulpes!" cried Ulyssis, "What's wrong? Are you alright?"

"I j-just f-felt s-something c-crawling up m-my l-leg." Vulpes stammered.

"Vulpes there's nothing he…." James started to say, but then he too jumped and yelped.

"James? What is…?" said Ulyssis. Then she jumped and instead ended up crying out, " _What is that_?"

At that point Ulyssa, who was now feeling what her friends felt, increased the light of her horn…and immediately wished she hadn't.

The gems on the cavern walls were moving. Their beady eyes and glowing pinchers were clicking and clacking with excitement. Wait a minute. Beady eyes and glowing pinchers? And how could gems be moving on their own? Unless….

"These aren't gems!" Ulyssa cried in horror. "They're _CAVE SPIDERS_!"

"ARGH! _Get them off me! Get them off me! Get them off me!_ " Vulpes yelped, twisting and writhing frantically.

"Vulpes, stay calm!" said Ulyssa. "Cave spiders are poisonous and will attack if you agitate them! We need to remain calm!"

But Vulpes wasn't remaining calm at all. He was racing around in circles, jumping and howling like he'd gone mad.

"Everyone! Look for an exit!" Ulyssa shouted. However, Vulpes was in too much sheer terror and didn't hear her. James and Ulyssis weren't having much luck either. They were trying to move slowly but as more and more cave spiders landed on them, it was getting harder to do so. Ulyssa could see them both breathing rapidly. She knew it was only a matter of time before they all lost it.

Suddenly James said, "There!" and pointed to the right. Embedded in the cavern wall was an opening. Freedom!

"Head for the opening!" cried Ulyssis. "Go slow and remain calm!"

One by one, the friends crept gently towards the opening. The cave spiders around them clicked and clacked their pinchers but didn't attack. Yet. Other than Vulpes whimpering some ways behind her, Ulyssa heard nothing except the rapid, thunderous beating of her heart. She hadn't felt this scared ever since that time when she and Ulyssis were nearly caught at Shadow Lair. To remain calm, she tried to remain focused on her breathing. In and out. In and out. As the opening grew closer, Ulyssa breathed easier. _We're going to make it_ , she thought.

Suddenly there was a scream. Ulyssa whirled about and saw Vulpes slump to the ground. His eyes were closed, and he didn't move.

"NO!" James howled. Before Ulyssa and Ulyssis could stop him, James raced back into the cavern and, ignoring the spiders that swarmed all over him, knelt beside his fallen brother.

"Vulpes! Speak to me, brother! Please!" James begged.

Ulyssa knelt by Vulpes and put a hoof on his side. To her relief, she could still feel the steady hum of his life energy surging through him. "It's alright James," she said. "He's still alive."

"Guys, come on!" Ulyssis called. "We still need to get out of here!"

Ulyssa lifted Vulpes and, with James' help, carried him out of the cavern to the exit. They gently laid him on the ground, and James quickly zapped the spiders that were still crawling over Vulpes' body.

The cave spiders, who seemed to sense they were in danger of losing their prey, swarmed together and charged. But Ulyssis, James, and Ulyssa shoved a nearby rock across the entrance.

Ulyssis and Ulyssa sighed in relief, but James rushed to where he and Ulyssa had left Vulpes and began stroking his brother's red-orange fur. "He must have been bitten by one of the spiders," he said, concern leaking into his voice. "Ulyssis. Ulyssa. Can you heal him?"

"I'm not sure," said Ulyssa. "I don't know of any cure to a cave spider's venom. We could try our normal Healing Spell, but it'll probably not work."

"Anything. Just help him please," James begged as he cradled Vulpes's head.

Ulyssa and Ulyssis gently touched Vulpes with their horns. A shimmering aura surrounded him and soon faded. They all waited anxiously. Then Vulpes coughed, shuddered and slowly opened his eyes.

"W-what just happened? Where-? Oh, argh, my head," Vulpes groaned.

James sighed in relief. "Thank the stars, you're ok," he said.

"I feel like I've been dropped on a boulder, then turned into a sandwich," said Vulpes, wincing in pain. "What happened?"

"One of the cave spiders bit you," said Ulyssis.

Vulpes sprang to his paws. " _WHAT? Is it still on me? Get it off!_ " he yelped.

"Vulpes, calm down! James took care of the spiders that were on you," Ulyssa said.

"Oh," murmured Vulpes sheepishly, "Thank you, bro."

"Don't mention it," said James. "Now how do we get out of here?"

"I PERCEIVE THAT YOU WON'T LEAVE," boomed a voice.

"Why does this keep happening?" James complained as he slapped his tail on the floor in frustration.

 **Chapter 9**

"Who said that?" Ulyssis asked. She could feel her friends trembling around her. Then the all too familiar rumbling started. When Ulyssis and the others looked around, the entrance to the cave spider cavern had disappeared.

 _It's like a_ labyrinth _in here._ Ulyssis thought. _Every room you enter changes as you go through them._ Looking ahead she saw yet another wide cavern. Unlike the cave spider cavern, this one was filled with light so Ulyssis and Ulyssa put out their horns. The cavern walls were quite smooth and extended on all sides. Pictures of battles seemed to be everywhere. It didn't help Ulyssis's nerves to see this.

In the center of it all was what appeared to be a statue. It was the strangest statue any of them had ever seen. It had the head of an owl but the body of a lion. Between the two giant front paws was a door.

"Sweet," said Vulpes. "This will be easy." And he started forward.

"Vulpes! Wait!" Ulyssa cried. "I don't think that's a good idea!"

"Come on Ulyssa," said Vulpes, swishing his tail. "It's a statue. What's it going to do? Throw me like a football?"

He was almost to the door when, suddenly, the statue _moved_. It picked Vulpes up by the neck and flung him back across the cavern. He would've broken every bone in his body had he not ended up colliding with James, who had sprung forward to catch him. The two brothers crashed in a heap onto the floor with an "Oomph."

"Sorry, bro," gasped Vulpes, spotting James underneath him. He quickly scrabbled off him.

"It's alright," James gasped, in a strangled voice.

"I SUGGEST YOU DO NOT TRY, WHAT YOUR FRIEND DID UNLESS YOU WANNA DIE," the voice thundered loudly.

Ulyssis could now see that the voice was coming from the giant statue. Its lion tail was swishing madly as it retook its position in front of the door.

"Well, that's fine," said Vulpes. "Because I don't want to do that again." He backed up against the wall and leaned on it, trembling greatly.

"Forgive me if I'm being rude," Ulyssis said to the statue. "But what exactly are you?"

"I GUARD THE SECRETS OF THIS HERE LAND!" roared the statue. "FOR I AM THE MAGNIFICENT SPHINX OF FANTASYLAND!"

"A sphinx?" asked James. "But I thought sphinxes were part man, and part lion. You look more like a griffin without wings."

"James, stop talking," said Vulpes. "Don't offend him."

"Mr. Sphinx?" asked Ulyssa, ignoring the two foxes. "Can we please pass? We're kind of in a hurry."

"NONE SHALL PASS I MUST SAY UNLESS THEY EARN THE RIGHT OF WAY," the Sphinx thundered.

The four friends looked at each other in confusion. The right of way? What did that mean?

"Um, how do we do that?" Vulpes asked in a timid voice.

The Sphinx laughed and said, "ANSWER MY RIDDLES AND YOU SHALL SEE, I'LL LET YOU PASS IF YOU GET ALL THREE. HOWEVER, BE WARNED FOR IF YOU FAIL, NONE OF YOU SHALL LIVE TO TELL THE TALE."

"Oh man," Vulpes moaned. "A test! None of us have studied! We're doomed!"

James looked at his brother and rolled his eyes. "He means we have to answer his riddles, silly," he teased.

Ulyssis looked around at her friends. Never had she been proud to call them as such. "We can do this, guys," she said. "For Starlet." James, Ulyssa, and Vulpes nodded in agreement. "For Starlet," they said.

Ulyssis turned back to the Sphinx and said, "Alright, Mr. Sphinx. Ask us your riddles and we'll do our best."

"FIRST RIDDLE!" the Sphinx thundered. " _I am the beginning of sorrow and the end of sickness. There's no happiness without me nor is there sadness. I am always in risk, yet never in danger. You will find me in the sun, but I am never out of darkness. What am I?_ "

Ulyssis looked at her friends, hoping they'd have an idea. Ulyssa seemed deep in thought, but James and Vulpes looked confused. There's no happiness without me, thought Ulyssis. _That could be Starlet not being here. But, Fantasyland is "_ always in risk, yet never in danger." _This is hopeless._

Ulyssis sighed, "Guys, I've got nothing." she said in despair.

"Nor I," said Vulpes, shaking his head.

"Me neither," said Ulyssa, sadly. Then she stamped her hoof in frustration. "Hiss! We come all this way to save Starlet and now we're going to be eaten by a silly statue! Hiss!"

All at once, James gasped. "I've got it!" he cried. "The answer is the letter "S"!"

"CORRECT!" said the Sphinx.

"Wait a minute!" said Vulpes. He looked at his brother with a befuddled expression. "How is "s" the answer?"

"Well, I heard Ulyssa hissing and it gave me a clue," said James. "Think about it. _Sorrow_ , _happiness_ , _sadness_ , _risk_ , _darkness_ , and _sun_ all have an "s" in them. But the word " _danger_ " doesn't!"

"He's right," Ulyssis said, catching on immediately. "Good job, James."

"SECOND RIDDLE!" boomed the Sphinx. " _It lives without a body, hears without ears, speaks without a mouth, to which the air alone gives birth. What is it?_ "

This time, James stepped back. "I don't know this one."

Vulpes shook his head. "Nor I," he said, sadly.

Ulyssis however, had a go. "Um, is it noise?" she asked.

But Ulyssa quickly cut her off. "No wait," she said. "You use your mouth to create a noise. I think it's something to do with air. Let's see. Noise created by air. Like an echo. Wait that's it! An echo! The answer is an echo!"

"CORRECT!" boomed the Sphinx. "CONGRATS TO YOU. YOU'RE ALMOST FREE. NOW HERE COMES RIDDLE NUMBER THREE!"

"Two down, one to go!" cheered Vulpes. "We can do this!"

Then the Sphinx said, " _I never was, am always to be. No one ever saw me, nor ever will. And yet I am the confidence of all, to live and breathe on this terrestrial ball. What am I?_ "

"Or maybe not," said Vulpes, timidly.

Ulyssis glanced about to her friends but this time, everyone was stumped. When no one answered, the Sphinx began growling and stepped forward. "WHAT AM I?" it roared.

The friends stepped backward in fear. Now they were all terrified. Ulyssis tried to speak, but her voice refused to work. James, Ulyssa, and Vulpes shrank back, equally terrified. This was it. They were doomed. _I'm sorry Starlet,_ Ulyssis thought sadly. She closed her eyes, which were quickly filling with tears. _We've failed you…again. You'll never know how much I love you._

Just then, Vulpes called out, "Man, if I'd known being eaten was going to be my future, I would've preferred being captured!"

"CORRECT!" shouted the Sphinx, pointing at Vulpes. "CONGRATS TO YOU YOUNG LASS. YOU AND YOUR PALS ARE ABLE TO PASS."

"What? What'd I say?" Vulpes asked in surprise. But James was already a step ahead of him.

"Of course," he said, jumping about in great excitement. "The future! I should have thought of it sooner. The future has never been seen, nor has existed yet. But everyone hopes for it!"

"YOUR EXIT IS JUST THROUGH THIS DOOR. GOOD LUCK, AND MAY YOUR HOPES ALWAYS SOAR!" said the Sphinx.

"Thank you," said Ulyssis, as she and her friends entered the door.

At last, at last! They were out of the cave! What a relief it was to be back in the open air! As they set their sights on the road ahead, Ulyssis was positive they would succeed. But for now, she was gladder to be leaving that creepy labyrinth tunnel behind.

 **Chapter 10**

As a new day started, Starlet felt worse than ever. He'd been stuck in his prison cell for three days, and the knowledge of his captors' plan didn't help either. It also didn't help that Ucia and Midnight would often have what they called "fun" with him whenever they grew bored. By often, they would torture him for no reason other than their apparent entertainment for several hours each day. With every new jolt from the cage, Starlet could feel his strength slowly depleting and it was taking him longer and longer to recover from the pain.

 _I've got to stay strong_ , he thought. _My friends will find me. I just need to stay alive. For them. For Fantasyland._

"I do hope you're enjoying your stay," Ucia's voice was like a snake sinking its poisonous fangs into Starlet's thoughts. He growled as she stepped into the light. "I'd hate to see you as unhappy as you currently are."

"What do _you_ want?" Starlet snarled as he glared at Ucia through the glass.

"Such anger in you. I love it," Ucia cooed before she said, "Relax pup, I'm not going to do anything to you. I'm just here to talk."

"Oh really? About what?" Starlet asked. "How else you and Midnight are going to torture me? How you are going to harm my friends? What could you possibly want to talk about?"

He would have said more but Ucia cut him off.

"Will you be quiet?" Ucia hissed. Then she sighed and sat near the cage. She stared at the floor and shuffled her hooves. Starlet was astonished. He had never seen Ucia looking so downfallen. It was uncharacteristic of her.

"What's the matter? You seem more down than I've ever known you to be," Starlet said. He hesitated, anticipating a trick, but when nothing happened, he drew nearer.

Ucia stared at the floor and heaved another long sigh before she finally looked at him. "If you really want to know, I sort of feel sorry for both you and your friends," she said at last.

Starlet felt as though someone had poured a bucket of ice water all over him. Of all the things he'd expected to hear, he had never expected Ucia to say this. It was baffling. "What do you mean?" he asked.

"I mean, I know I'm a villain. But still, I can't help but feel a little sorry for you and your pals. I've been thinking about how they would go great lengths just to save you and it made me see how lucky you are to have friends like that."

"Wow," Starlet said. "I guess when you put it that way, I am pretty lucky." He thought of how his friends had always helped him whenever he needed them. He smiled.

But looking at how down Ucia was, he couldn't help feeling sorry for her as well. For the first time in many years, Starlet saw Ucia Unicorn not as a villain, but a broken creature who needed someone to share their troubles with.

"You know, I guess I can forgive you a bit," he said.

"Really?" Ucia asked, astonished. "But why? And what for?"

"Not for kidnapping me, stealing my magic and the torturing of course, but just for being you," Starlet said. He beat his tail thoughtfully on the cage floor. "It's just that with what you've said, I can see the other you now. And I think I like that side of you better."

Ucia gave him a quizzical look but said nothing. After a while, she finally said, "I should go. Midnight will be wondering where I am." She got to her hooves and began walking away.

"Ucia wait," Starlet called after her. Ucia stopped just outside of the entryway.

"Why are you being so kind to me?" he asked, "It's not like you."

Ucia laughed. "I guess we've been enemies for quite a while and I've never really got the chance to say anything."

She started to walk away again, then turned back and said, "You know, I've got to give you credit Starlet Wolf. You're one tough pup. I'd never thought I'd say this but, you and your buddies make fine heroes."

Starlet smiled and said, "I guess you're not that bad yourself, for a villain."

Ucia returned the smile and left.

When she was gone, Starlet got to his paws and began walking around the cage again. For the first time since his kidnapping, he felt at peace, as though nothing was wrong. He couldn't help but admit to himself that it was nice to have someone to talk with again, even if it was his mortal enemy.

But the one thing he couldn't wrap his tail around was why in the world would Ucia be sympathetic towards the Guardians? It was quite uncommon for villains to be remorseful towards heroes.

Starlet stopped in the middle of the cage and sat down to think. His tail beat thoughtfully on the cage floor. So why was Ucia so sympathetic? Could it be a trick? Was she only pretending to be nice to Starlet just to gain his trust?

Or could it be something else?

Starlet froze as a new theory popped into his mind. Was it possible that Ucia was trying to make amends? Was she trying to turn over a new leaf?

But why now, at the peak of power? It didn't make sense. Ucia and Midnight had Starlet's friends right where they wanted and Ucia comes to him saying she's sympathetic?

Starlet couldn't figure it out. After a while, he curled up in the middle of the cage again. As he lay watching the shadows dance in the small amount of sunlight that streamed into the lair, his thoughts began to wander.

 _What a day,_ he thought. _I wonder how my friends are doing._ The thought of his friends was like a sudden crash of Starlet's soul. He felt all the happiness that was within him vanish instantly, replaced by a running river of sadness. Once more, he felt alone.

He had no idea where they were now. Or if they had survived that volcanic explosion. What if they were hurt? Or worse, dead?

 _Stop thinking that way!_ Starlet scolded himself. _Of course, they're not dead! They're on the way to help you._

However, this still didn't appease the qualms in his stomach. He knew what to expect soon and he turned this way and that in despair. As drowsiness began to take hold, Starlet let his troubled mind settle down as he drifted into a deep sleep.

 **Chapter 11**

The sun shone bright, banishing the dark blanket of the previous night. The birds chirped and twittered their glorious song, and the squirrels chattered in the treetops. The flowers danced, and the trees swayed as the wind rustled their leaves.

The day seemed lovely. But to James, it was as though it was mocking them with its beauty. He knew how grave the situation was, and couldn't understand why the day would look so bright and kind. He thought about Starlet. What was happening to him now? Was he still alive?

Shaking his scarlet fur, James yawned as he stepped out of the small rocky cave where he and his friends spent the previous night. He sat outside feeling the wind in his fur as he gazed into the distance beyond.

"Beautiful, isn't it?" said a voice. James turned to find Vulpes sitting beside him. He was looking out into the world, his red-orange fur billowing in the wind.

"Yeah," James replied. "I just wish Starlet could see it." James's tail swished slowly from side to side as he gave a sad sigh. "I miss him," he said.

"Me too," replied Vulpes. "But that's why we're here. We're going to help him."

"Right," said James.

All at once, Vulpes drew a sharp intake of breath. He winced as he grabbed the spot on his side where he'd been bitten by the cave spider.

"Bro, are you alright?" James asked as concern leaked into his voice.

"Yeah," Vulpes said, as he groaned. "It's just, this bite keeps on stinging badly." He winced again.

James felt bad for his brother but knew that Ulyssis and Ulyssa had done all they could for him. He looked back at the cave, where the two sisters were still asleep. He couldn't help but smile at how peaceful they looked.

If only he could feel that way.

As he looked back out over the horizon, he spotted a long, thick column of smoke in the distance, spiraling upwards into the sky. _That's odd_ , he thought. _Why would there be smoke out there? Unless the eruption caused some fires._

There were indeed, several small fires dotting the landscape, where the lava had ignited. But the smoke that the young fox was seeing was far beyond the reach of the lava. So how had that fire started?

"Bro, come here. Quickly!" he hissed.

Vulpes looked up and trotted to his side. "Yes? What's wrong?"

James gestured towards the distant smoke. "Do you see that?" he asked.

Vulpes looked in the direction he pointed. "Well, that's peculiar," he said. "Why would there be a fire that far out? The lava couldn't have traveled that far in just one night." He cocked his head to the side in curiosity.

James looked again at the mysterious smoke. "Maybe we should check it out, just in case," he said.

"Are you sure that's a good idea?" Vulpes asked. "What if something's down there waiting for us? I think we should stay here."

"What's going on?" a weary voice said. James and Vulpes looked back as Ulyssa and Ulyssis came out of the cave, yawning and shaking their manes.

"I was just wondering what that is," said James, pointing again to the snake-like column of smoke. "It's too far away to have been caused by the volcano."

When Ulyssa and Ulyssis saw the smoke, they began jumping around wildly, whinnying with joy.

"Hallelujah!" Ulyssis cheered, jumping up and down. "Thank the stars!"

"Thank God, it's almost over!" cheered Ulyssa, who was dancing about and singing ' _We Are the Champions_ '.

James and Vulpes just stared at each other. Vulpes shrugged. Girls, what does one do with them?

"Why are you so happy?" asked James. "It's a column of smoke."

"Yes, but that's just it!" Ulyssis exclaimed, excitedly. "That smoke is caused by the furnaces in Shadow Lair! Don't you see? We're almost there!"

"Oh my stars," James gasped, as the meaning of Ulyssis's words washed over him like a wave. Then, he too jumped for joy.

"We're almost to Starlet! We're almost to Starlet!" he crowed happily.

Vulpes stared at them in utter disbelief as they laughed and danced.

" _Have you all lost your minds?!_ " he cried. "I don't mean to spoil the party or anything, but I seem to be the only sane one here!"

"Vulpes, what are you talking about?" Ulyssis asked, shaking her head. "You should be happy. We're so close now! We're about to save Starlet!"

"Yes, we're about to save Starlet," Vulpes barked as his lashing tail knocked several rocks down the mountainside. "But, we're also one step closer to losing our magic!"

There was a stunned silence. James, Ulyssis, and Ulyssa looked at each other with worried expressions. They'd forgotten about that. At once, the air seemed heavier, as though a dark rain cloud had covered the world in its dismal shadow.

They looked back at the smoke, which seemed to be beckoning them towards their doom. James glanced at his friends nervously. They were all trembling, worried about what was about to happen.

"Come on," he said, trying his best to sound braver than he felt. "We need to keep going."

"Right," Vulpes said, shakily. "Starlet is waiting for us."

James led the way down. As they walked, Ulyssis came up to him.

"James," she said. "I just wanted to say that I'm sorry."

"Sorry? Sorry for what?" asked James.

Ulyssis burst into tears. "This is our fault!" she sobbed. "This never would've happened if Ulyssa and I had been more careful."

"Hey now," said James, gently. He stopped and gave Ulyssis a hug while wiping some of her tears away. "As I said before, it's nobody's fault. This whole thing was started by Ucia and Midnight. We're going to make them pay. So, don't beat yourself up about it."

"Thank you, James," said Ulyssis, as she smiled. "That's really kind of you."

"It's almost time!" Midnight crowed as he and Ucia watched the Guardians approach the lair.

"Yes," she replied. "Our plan has worked perfectly!"

She turned and gestured to a Shadow Wolf sitting outside the lair entrance. "Is everything in place?" she asked.

"Yes, Lady Ucia," he said.

He pointed to the middle of the room where Starlet's cage had been placed. It was hanging off the low ceilings by thick cables that held it aloft. Inside, Starlet was lying on his side. Midnight had come earlier in the day and had turned on the cage, this time for two hours. Starlet had felt his strength leave him and had collapsed onto the floor of the cage.

Midnight and Ucia turned back. The Guardians were nearly at the lair.

"Places everyone!" they shouted. "It's showtime!"

 **Chapter 12**

The darkened entrance loomed ahead, as Vulpes and the others approached Shadow Lair. It was the first time he and James had ever laid eyes upon it. The entire lair seemed to hold an aura of something sinister all around it. Vulpes felt like crawling into a hole and wishing he were dead.

As he glanced back at his friends, he could see that he wasn't the only one feeling the influence of the lair. James was shaking, and his ears were lying flat on his head. He had his tail tucked between his legs and was breathing heavily. Ulyssis and Ulyssa were also trembling and were taking tentative steps.

When they looked into the gaping mouth of the dark entrance, they hesitated. It was like a beast was staring them in the face, waiting to sink its fangs into their flesh.

"Well," said Ulyssis in a small voice. "We're here."

Vulpes could hear the wavering of her voice. He knew just how she felt. He walked to her side and patted her in comfort. She gave him a small smile.

"Come on," said James. "Let's go."

Vulpes led the way into the lair, with James, Ulyssis, and Ulyssa following behind. The entrance was dark, and it was hard for them to see anything. There was also a faint stench of smoke that seemed to reek of death. His fur bristled with fear. But even though he was frightened, he knew there was no turning back now. It was onward or nowhere.

Two shapes brushed against him as Vulpes sensed Ulyssis and Ulyssa move to take the lead. The two unicorns stopped and said, "Follow us. We must remain quiet. No one knows we're here yet."

"Good," said Vulpes. "Let's try to keep it that way." Ulyssis hung her head. "Uh, no offense," he said, hurriedly. James growled at him.

"Guys shush," Ulyssa whispered. Her ears were now pricked forward. At first, Vulpes couldn't understand what was happening. Then he heard a noise. It sounded like several voices talking and shouting all at once. As they walked forward, a voice shouted out, "Hey everyone! They're here!"

Suddenly, there was a tremendous roar as Vulpes, James, Ulyssis, and Ulyssa entered what appeared to be a party. Changelings, Shadow Wolves, and wicked unicorns had formed a row and were stomping and jeering at the Guardians with the wildest excitement. At the end of the row, Ucia and Midnight were each sitting on a throne. When they spotted the Guardians, they laughed and jumped down.

"Welcome!" said Midnight.

Ucia laughed and crowed, "Finally! We thought you were never going to show up!"

Vulpes growled and his fur bristled. "Enough games," he snarled. "Just give us Starlet, and we'll be on our way."

Midnight just chuckled. "Do you hear that?" he asked the crowd. "The Guardians really think they're going to leave that easily!"

Everyone in the cavern, barring Vulpes, James, Ulyssis, and Ulyssa, laughed.

"Speaking of that, where is Starlet?" asked Ulyssa.

"He's right there," Ucia said, pointing upward.

The friends looked up and were horrified. Starlet was encased within a glass cage that was crackling with electricity. He looked rather bedraggled, tired, and weak. But his ears perked forward when he spotted them far below.

Vulpes sensed Ulyssis trembling beside him. "Starlet…no," she whispered.

"All right," James said. "Tell us what you want."

"Didn't you read our note pup?" Midnight said, rolling his eyes. "You should already know what we want from you."

"Give us Starlet! Now!" Vulpes nearly shouted.

Ucia sighed, shaking her head. "You don't get it, do you?" she said. "We'll give you Starlet if you all surrender your powers and bow to us."

"NEVER!" all four Guardians cried.

"We'll never bow to you!" Vulpes growled.

"I'd rather die than surrender to lowlife worms like you!" James added, his tail lashing angrily.

Midnight's eyes narrowed. "My, my, my," he said, "You are all braver than I had expected. It's really quite thrilling."

He and Ucia began circling the Guardians as he continued. "Your friend Starlet here…he was quite the fighter. He always found ways to irk us. He had such a regal look within him too. You all must be proud to call him your leader."

Vulpes glanced back up at Starlet, who hadn't moved during this time. Some of what Midnight had said was true. He truly _was_ proud to have Starlet as his leader. Vulpes thought back to that day where Starlet had comforted Ulyssis and Ulyssa in Wolfpoint Manor. Starlet had been understanding and sympathetic, true qualities of a leader. And whenever there was a problem in Fantasyland, Starlet would lead them into the fire to save the day. Yes, Starlet was a fine leader.

"It's such a shame," Ucia's voice was like ice, jarring him back to the present.

"I really liked him," she said in a cooing purr. "It's too bad he won't live long enough to see this day to the end."

"What are you saying?" James asked sharply, brushing past Vulpes. "What are you going to do to him?"

Ucia and Midnight just laughed. "Did the four of you really think we didn't have an alternative plan?" Midnight asked as Ucia gestured towards a group of Shadow Wolves who disappeared into another room and came back a moment later, wheeling a large contraption covered with a tarp.

Vulpes and James stepped back in fear, as Ulyssa whispered, "That's the machine that we told you about! They must have completed it!"

"Behold!" Ucia and Midnight shouted, as they levitated the tarp and yanked it off. Underneath, was what appeared to be a large silver object shaped like a thin cannon which stood on three pairs of tripod legs, giving it the look of an ant. Attached to the end of the barrel, there were five cylinders, one of which was filled with a white bubbly liquid.

"This is the Turbo Incinerating Monster Emissioner 9000, or the T.I.M.E 9000 for short," Ucia said, patting the machine. "With this little baby, we will wipe not only Fantasyland but everyone in it as well from the face of the world!"

"Yes," said Midnight. "It's quite the beauty, isn't it?"

The crowd of Shadow Wolves, Changelings, and wicked unicorns went "ooh" and "ah".

Then Midnight got a wicked gleam in his eye. "Ucia, why don't we show our guests how it works?" he said. "After all, we've got a test subject already."

"Great idea, Midnight!" said Ucia. She turned the machine towards Starlet and was about to turn it on, when suddenly a small, frightened, desperate voice shouted, "NO! STOP!"

 **Chapter 13**

The other Guardians were stupefied as Ulyssis sprang forward. "Please," she implored, "don't hurt Starlet! I give up. You can take my magic, just let him live!"

Ucia stepped away from the T.I.M.E 9000 and chuckled. "Well, well, well! Look who's come to her senses!" she said, amused.

"Ulyssis!" Ulyssa cried. She was staring at her sister in shock. " _What are you doing?!_ "

James stepped forward. "Ulyssis," he hissed, "think about this for a second!"

"You can't give up!" Vulpes added.

"What other choice do we have?!" Ulyssis shouted. Her long blue mane sparkled in the fading sunlight. "I'm not standing by and letting Starlet get murdered! I…I'm in love with him!"

Ulyssa gasped. James and Vulpes exchanged stunned glances. They hadn't expected this.

Neither it seemed did anyone else for the whole lair was now filled with whispers and murmurs. Someone in the back of the crowd said, "Aww," which earned them a reproachful glare.

Ucia and Midnight looked at each other. Even they were surprised by Ulyssis's revelation.

Ulyssis paid no attention to the clamor she had caused. She had only one thought on her mind: Starlet.

"Listen to me," she said to her friends. "Hasn't Starlet always been there for us whenever we needed him? Hasn't he always expected us to do the right thing, even if it means making sacrifices? Yes, he has! That's one of the things that I love about him. He never gave up on us, ever. Whenever the wind pushed us down, Starlet helped us up. When that fire broke out in the hospital last year and we were choking on smoke, Starlet lead the way to safety. Starlet is more than a Guardian. And he's more than a hero. He's our friend, and more importantly, family."

Ulyssa, Vulpes, and James smiled at each other. Ulyssis had a point.

"Now I think it's time we return the favor," Ulyssis said. "I know you may think I'm crazy, but the truth is, I would do the same for any of you. Because you're my friends and my family. And I love you all. So, what do you say?"

"My stars," James said, wagging his tail. "She's right! Starlet is family to us. And families help each other. No matter what." He padded forward until he was standing right next to Ulyssis. "I too will gladly give up my magic if it means saving his life."

Ulyssis felt a burst of pride swell up within her soul. She never could have felt prouder in her life.

"That was really well said, sister. Well said. I am so proud of you," Ulyssa said, as she moved to stand by her side. "I will stand with you in this 'til the end. And if I must lose my magic for Starlet, I will gladly do so."

Ulyssis smiled at her.

"Oh, what the heck," sighed Vulpes, walking forward to stand with his friends. "I knew this was going to happen anyway."

Midnight trotted forward. "Well now, isn't this nice?" he purred. "The four Guardians become heroes all for the life of their friend. How depressing and heroic!" He and Ucia pretended to cry.

"There's just one condition," Ulyssis said, ignoring this display of comical acting. "Before we give you our magic, you must release Starlet and give him to us."

Ucia stared at her for a moment before dissolving into a giggling bundle of fur. "You're a pushy little filly, aren't you?" she said, through wee bits of laughter. "But I like that. Very well then, a deal's a deal."

She gestured to the unicorns stationed by Starlet's cage. "Release the White Wolf," she ordered. Using their magic, the two unicorns lowered the cage to the floor, shut off the electricity and opened the door.

Starlet staggered to his paws, then bounded out of the cage. In a flash, he ran to his friends and began hugging each one of them, crying "I knew it! I knew it! I knew you'd come for me! I knew you wouldn't let me down!"

"Good to see you too Star," James said.

Ulyssis said nothing except, "I missed you."

"Me too," Starlet whispered back.

"All right, all right, that's enough of the reunion party," Midnight said. The five friends sprang apart startled as he continued, "As Ucia said, a deal's a deal."

Starlet stepped away from his friends, as Midnight said, "It's your turn." Then he and Ucia zapped the Guardians with a beam of energy. A shimmering aura surrounded them as Ulyssis, James, Vulpes, and Ulyssa writhed in agony. Suddenly, as the writhing Guardians collapsed to the floor, the aura lifted into the air, re-centered around the glass cylinders of the T.I.M.E 9000 and separated into the four empty ones in flashes of blue, purple, scarlet, and red-orange. The cylinders were now filled with liquids in those exact colors.

Ucia and Midnight climbed aboard crying "YES! AT LAST!"

Ulyssis and the others staggered back to their feet as Starlet hurried to their side.

"Guys!" he cried. "Are you alright?! What were you thinking?!"

"We had to Starlet," said Ulyssis, sadly. Her mane was now dull, faded blue and her horn was now a washed-out, rainy white. Ulyssa's purple mane and horn were now dull and faded, James's scarlet fur had lost its luster, and Vulpes's red-orange fur was now a washed-out orange.

"You're the most important thing to us," she said. The others nodded.

"I saw you hanging there, and I just couldn't let you die. I just couldn't," she continued. "I love you, Starlet."

Starlet was silent for a moment. Then a smile spread across his face. "I love you too," he said at last.

"But now what do we do?" asked Vulpes. He pointed to Ucia and Midnight who had started up the T.I.M.E 9000 and were preparing to drive it away. "They're going to destroy Fantasyland! Without our powers, how will we stop them?"

"Well there's always power in friendship, right?" asked Starlet, with a sly grin.

"He's right," said Ulyssis. "As long as we work together, nothing can defeat us."

As she said this, a bright aura filled the air around them. Suddenly, the five Guardians felt themselves rising off the ground as a warm feeling spread within all of them. They were one, unified by their friendship. It was as though everything that made them friends was channeling through their souls, making them more powerful than ever.

"How are you _doing_ that?!" Ucia and Midnight cried. "We took your powers away! You should be helpless."

"That's where you're wrong," Starlet said in a tone that Ulyssis had never heard before. "There's one magic we have that can never be taken…our friendship!"

And with a tremendous _WOOSH_ , the five friends blasted the villains with a bright beam of energy. The T.I.M.E 9000 exploded, sending both villains and minions flying. But before they were out of sight, Midnight yelled, "Guardians of Fantasyland, you win this round! But sooner or later we'll meet again!"

Then they were gone. For now, Fantasyland was safe once more. The five Guardians smiled, exited Shadow Lair, and headed home.

 **Epilogue**

 _Two months later…_

James, Ulyssis, Vulpes, and Ulyssa waited anxiously at the Shark Ally Grill. Starlet was late…again. The young wolf never seemed to be on time.

"Where is he?" Vulpes whined. "I'm starving!"

James sighed. _Not this again_ , he thought.

"Brother, you are _always_ hungry. And _always complaining_ ," he said, teasingly. "Have patience."

"But I'm hungry!" Vulpes repeated.

"It is strange though," said Ulyssa, looking around. "Why _is_ Starlet late? He had no errands today."

"Maybe he was held up?" asked Ulyssis, trying to remain calm.

"Maybe he was literally tied up?" Vulpes suggested. James stared at him.

"What if that's true?" he whispered. "Ucia and Midnight did say they would return. What if they have him?"

"Oh no," Ulyssa cried, "What if they're doing something terrible to him?"

"Or what if," said a familiar voice, "he was picking up a little surprise for his best friends in all of Fantasyland?"

James, Vulpes, Ulyssis, and Ulyssa turned to see Starlet White Wolf standing by the table with a large sea lime pie.

"Starlet!" they cried.

"Surprise!" he barked happily.

"You really had us going there for a minute!" Ulyssis laughed.

"Hey, the world is full of surprises," said Starlet as he took his seat. "But I have found the best surprise of all."

"You sure did," said Vulpes, who was already tearing into a slice of pie. "This is delicious!"

Starlet looked at Ulyssa, Ulyssis, and James in amusement. Then they all burst out laughing.

James looked up at the sun shining its bright, warm rays over Fantasyland. Midnight and Ucia might be out there, plotting revenge. But right now, he didn't care. All that mattered was that his family was together again. And that was the greatest feeling of all.


End file.
